EXHIBIT 10.7
▇▇▇▇▇▇▇ INSTRUMENTS, INC.
BENEFIT EQUITY
AMENDED AND RESTATED TRUST AGREEMENT
BETWEEN
▇▇▇▇▇▇▇ INSTRUMENTS, INC.
AND
MELLON BANK, N.A.
AS TRUSTEE
▇▇▇▇▇▇▇ INSTRUMENTS, INC.
BENEFIT EQUITY AMENDED AND RESTATED TRUST AGREEMENT
Dated as of February 10, 1997
between
▇▇▇▇▇▇▇ Instruments, Inc.
and
Mellon Bank, N.A.
TABLE OF CONTENTS
-----------------
SECTION 1 Definitions 1
SECTION 2 Establishment of the Trust 4
2.1 Trust Fund 4
2.2 Irrevocability 4
2.3 Claims of Creditors 5
SECTION 3 Acceptance by the Trustee 5
SECTION 4 Investment of the Trust 5
4.1 General Duty of Trustee 5
4.2 Additional Powers of Trustee 5
SECTION 5 Establishment and Maintenance of Participant Schedule 7
5.1 Form of Participant Schedule 7
5.2 Maintaining the Participant Schedule 7
SECTION 6 Maintenance of Trust 8
6.1 Trust Assets and Allocation to Plans 8
6.2 Valuation of Trust and Accounts 8
SECTION 7 Voting and Tender of Company Stock Held in Trust 8
7.1 Voting Rights 8
7.2 Tender Rights 8
7.3 Notices and Information Statements 9
SECTION 8 Distributions from the Trust 9
8.1 Distributions from the Trust 9
8.2 Significant Event 10
8.3 Protection of Trustee 10
8.4 Company Obligations 10
8.5 Trustee as Holder of Legal Title to Trust Assets 10
8.6 Federal Income Tax Consequences of the Trust 10
i
SECTION 9 Expenses, Compensation and Indemnification 11
9.1 Expenses 11
9.2 Compensation 11
9.3 Charge on Trust Fund 11
9.4 Indemnification 11
9.5 Force Majeure 12
9.6 Payment from Trust Fund 12
SECTION 10 Administration and Records 12
10.1 Records 12
10.2 Settlement of Accounts 12
10.3 Audit 12
10.4 Judicial Settlement 13
10.5 Delivery of Records to Successor 13
10.6 Tax Filings 13
SECTION 11 Removal or Resignation of the Trustee and
Designation of Successor Trustee 13
11.1 Removal 13
11.2 Resignation 13
11.3 Successor Trustee 13
SECTION 12 Enforcement of Trust Agreement 14
12.1 Rights of Parties to Enforce the Trust Agreement 14
12.2 Limitation on Rights of Participant and Beneficiaries 14
SECTION 13 Termination 14
13.1 Termination upon Specific Events 14
13.2 Termination in Other Events 14
13.3 Limitation on Trustee Liability upon Total
Distribution; Continuation of Trustee Powers 15
13.4 Nonapplicability of ERISA 15
SECTION 14 Amendment 15
14.1 Amendments in General 15
14.2 Nonapplicability of ERISA; Preventing Current Taxation 15
SECTION 15 Nonalienation 15
15.1 Prohibition Against Certain Transfers, Pledges, Etc. 15
ii
SECTION 16 Communications 16
16.1 To the Company, Board of Directors and Committee 16
16.2 To the Trustee 16
16.3 To a Participant 17
16.4 Binding upon Receipt 17
16.5 Authority to Act 17
16.6 Authenticity of Instruments l7
SECTION 17 Claims of Companies' Bankruptcy Creditors 17
17.1 Bankruptcy Creditors 17
17.2 Resumption of Benefits; Restoration of Accounts 18
SECTION 18 Consolidation, Merger or Sale of the Company 18
18.1 Consolidation, Merger or Sale of the Company 18
SECTION 19 Miscellaneous Provisions 18
19.1 Binding Effect 18
19.2 Inquiry as to Authority 18
19.3 Responsibility for Company Action 18
19.4 Successor to Trust 18
19.5 Intercompany Agreements 19
19.6 Titles Not to Control 19
19.7 Laws of the Commonwealth of Pennsylvania 19
19.8 Fractional Shares 19
Schedule A
LIST OF PLANS 20
Schedule B
MINIMUM DISTRIBUTION SCHEDULE(S) 21
Schedule C
TRUSTEE'S COMPENSATION SCHEDULE 22
iii
THE ▇▇▇▇▇▇▇ INSTRUMENTS, INC. BENEFIT EQUITY AMENDED AND RESTATED
TRUST AGREEMENT ("Trust Agreement") made and entered into as of
February 10, 1997 by and between ▇▇▇▇▇▇▇ Instruments, Inc., a
corporation organized under the laws of the State of Delaware
(the "Company"), and Mellon Bank, N.A., a national banking
association, organized under the law of the United States of
America (the "Trustee").
WITNESSETH:
WHEREAS, the Company has in place various qualified and non-
qualified employee benefit plans and arrangements for the benefit
of some or all of the employees of the Company and certain of its
subsidiaries and affiliates and may from time to time adopt one
or more additional plans or arrangements;
WHEREAS, the Company and its subsidiaries or affiliates have
and will have certain legal obligations under these employee
benefit plans or arrangements;
WHEREAS, the Company established The ▇▇▇▇▇▇▇ Instruments,
Inc. Benefit Equity Trust Agreement as of January 31, 1993 (the
"Original Trust") to assist it in meeting certain of these
obligations and intends to make contributions to such trust at
such time or times and in such amount or amounts as it may
determine;
WHEREAS, the Company intends that such contributions shall
be held by the Trustee and invested and reinvested primarily in
common stock of the Company, all in accordance with the
provisions of this Trust Agreement;
WHEREAS, inasmuch as the income and corpus of such trust may
and will be applied in discharge of the Company's legal
obligations, such trust is intended to be a "grantor trust"
within the meaning of Section 671 of the Internal Revenue Code of
1986;
WHEREAS, the Company intends that the assets of such trust
at all times shall be subject to the claims of bankruptcy and
other general creditors of the Company and its subsidiaries and
affiliates that maintain the employee benefit plans and
arrangements as provided in Section 17 of this Trust Agreement;
WHEREAS the Company desires to appoint the Trustee to serve
as Trustee of the Original Trust and the Trustee accepts such
appointment; and
WHEREAS the Company and the Trustee desire to restate the
terms of the Original Trust as provided herein and to have the
terms of this Trust Agreement supersede such agreement;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the Company and the Trustee declare and agree
as follows:
SECTION 1 Definitions.
As used in this Trust Agreement, the following
definitions apply to the terms indicated below:
1.1 "Administrator" or "Administrators" shall refer to the
committee, person or persons charged with responsibility for
overseeing and administering the Plans.
1.2 "Affiliate" shall refer to any subsidiary or other firm
related by direct or indirect stock ownership that has adopted a
Plan while each such entity remains a subsidiary or related firm
of the Company.
1.3 "Beneficiary" shall mean any person entitled to receive
benefits under any Plan on the death of a Participant.
1.4 "Benefits" shall mean amounts that the Company or an
Affiliate has an obligation pursuant to any Plan to (i) pay from
its general assets, (ii) provide for the payment of by making
contributions from its general assets, or (iii) deliver in shares
of Company Stock.
1.5 "Board of Directors" shall mean the Board of Directors
of the Company.
1.6 "Change in Control" shall be deemed to occur if the
Secretary of the Company certifies to the Trustee that any of the
following events has occurred:
1.6.1 Any "person", as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), other than an employee benefit plan of the Company, or a trustee
or other fiduciary holding securities under an employee benefit plan of
the Company, is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing 20% or more of the combined voting power of the
Company's then outstanding voting securities. Notwithstanding the
preceding sentence, a Change of Control shall not be deemed to have
occurred if the "person" described in the preceding sentence is an
underwriting syndicate which has acquired the ownership of 20% or more
of the combined voting power of the Company's then outstanding voting
securities solely in connection with a public offering of the Company's
securities.
1.6.2 Individuals who, as of the date hereof, constitute the Board
of the Company (the "Incumbent Board"), cease for any reason to
constitute at least a majority of the Board provided that any person
becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's stockholders, was approved by a
vote of at least a majority of the directors then comprising the
Incumbent Board (other than an election or nomination of an individual
whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the directors of
the Company, as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) shall be considered as though such
person were a member of the Incumbent Board of the Company.
1.6.3 The stockholders of the Company approve a merger or
consolidation with any corporation, other than (A) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of
another entity) more than 80% of the combined voting power of the voting
securities of the Company or such other entity outstanding immediately
after such merger or consolidation or (B) a merger or consolidation
effected to implement a recapitalization of the Company (or similar
transaction) in which no person acquires 20% or more of the combined
voting power of the Company's then outstanding voting securities.
1.6.4 The stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets.
1.7 "Code" shall mean the Internal Revenue Code of 1986 as
it may be amended from time to time.
1.8 "Committee" shall mean such committee as the Board of
Directors shall appoint from time to time to administer the
Trust. The Committee shall consist of three or more persons.
The members of the Committee will be certified to the Trustee by
the Secretary or Assistant Secretary of the Board of Directors.
1.9 "Company Stock" shall mean the common stock of the
Company, par value $.10 per share.
1.10 "Daily Value" shall mean, with respect to a share of
Company Stock, the closing reported sales price per share of
Company Stock on the New York Stock Exchange Composite Tape, or
if Company Stock is not traded on such stock exchange, the
principal national securities exchange on which Company Stock is
traded, or if not so traded, the mean between the highest bid and
lowest asked quotation on the over-the-counter market as reported
by the National Quotations Bureau, or any similar organization,
on any relevant date, or if not so reported, as determined by the
Committee in a manner consistently applied.
1.11 "Eligible Participant" shall mean a Participant who is
an Employee and who, during the 6-month period preceding the date
as of which Eligible Participants are to be determined for
purposes of this Trust Agreement, purchased Common Stock pursuant
to the ▇▇▇▇▇▇▇ Instruments Employee Stock Purchase Plan.
1.12 "Employee" shall mean any individual who is actively
employed by the Company or an Affiliate.
1.13 "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.
1.14 "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended from time to time.
1.15 "Minimum Distribution Schedule" shall mean the schedule
(or schedules) set forth in Schedule B.
1.16 "Other Assets" shall mean any asset or investment aside
from cash held by the Trust that is not Company Stock.
1.17 "Participant Schedule" shall mean the schedule prepared
by the Company pursuant to Section 5.2.
1.18 "Participants" shall mean those individuals who
participate in one or more of the Plans described in Appendix A.
1.19 "Plans" shall mean the plans or arrangements referred
to in Schedule A, as amended from time to time.
1.20 "Trust" shall mean the trust amended and restated
pursuant to this Trust Agreement.
1.21 "Trust Fund" shall mean all Company Stock, money and
other property from time to time contributed to the Trust and all
investments and reinvestments made therewith or proceeds thereof
and all earnings and profits thereon, less all payments and
charges as authorized herein.
SECTION 2 Establishment of the Trust.
2.1 Trust Fund. The Company hereby amends and restates the
Trust. The Trust Fund shall consist of such sums of Company
Stock, money and other property acceptable to the Trustee as are
from time to time paid or delivered to the Trustee. The Company
shall have no duty or obligation to make any contribution to the
Trust and the Trustee shall have no duty or obligation to require
the Company to make any contribution to the Trust. The Trust
Fund shall be held by the Trustee in trust and shall be dealt
with in accordance with the provisions of this Trust Agreement.
The Trustee, and any successor Trustee appointed pursuant to
Section 11 hereof or resulting under Section 19.4 hereof shall at
all times be a bank and trust company or other national banking
association that is neither a subsidiary of nor other firm
related by direct or indirect stock ownership to the Company.
2.2 Irrevocability. Except as provided in Section 17
hereof, the Trust shall be for the exclusive purpose of assisting
the Company in providing Benefits and defraying expenses of the
Trust in accordance with the provisions of this Trust Agreement.
No part of the income or corpus of the Trust Fund shall be
recoverable by the Company; provided, however, that the Trust
Fund shall be applied in discharge of the Company's legal
obligations as provided in this Trust Agreement.
2.3 Claims of Creditors. Notwithstanding anything in this
Trust Agreement or the Plans to the contrary, the Trust Fund
shall at all times be subject to the claims of bankruptcy and
other general creditors of the Company and its affiliates, as
provided in Section 17 hereof. No Participant or Plan shall have
any claim against the Trust Fund other than as a general
unsecured creditor of the Company.
SECTION 3 Acceptance by the Trustee.
The Trustee accepts the Trust established under this Trust
Agreement on the terms and subject to the provisions set forth
herein. The Trustee agrees to discharge and perform fully and
faithfully all of the duties and obligations imposed upon it
under this Trust Agreement.
SECTION 4 Investment of the Trust.
4.1 General Duty of Trustee. Except as otherwise directed
by the Committee pursuant to this Section 4.1, and except as
otherwise expressly provided in this Trust Agreement, all assets
received by the Trustee other than Company Stock shall be
invested as soon as practicable in, and remain invested in,
Company Stock. The Trustee shall acquire shares of Company Stock
in the open market or through the method of purchase and sales
which is used by the Trustee in the normal course of its security
transactions, including transactions with the Company. The
Committee may direct that cash or Other Assets received by the
Trustee may be retained and invested in Other Assets provided
that, after payment of the costs of the Trust, including, without
limitation, Trustee fees and expenses, through the end of the
calendar year during which such cash or other Assets are received
by the Trustee, any such cash or Other Assets remaining shall be
distributed by the Trustee at the end of such calendar year to
such Plans, Participants or Employees as determined by the
Committee in good faith taking into account the best interests of
a broad cross-section of Employees.
4.1.1 Upon any purchase by or contribution to the Trust of Company
Stock pursuant to this Section 4, the Trustee shall promptly take such
steps as are necessary to register such Company Stock in accordance with
Section 4.2.13 hereof.
4.2 Additional Powers of Trustee. Subject to the
provisions of Section 4.1, the Trustee shall have the following
additional powers and authority with respect to all property
constituting a part of the Trust Fund:
4.2.1 To purchase securities or any other kind of property and to
retain such securities or other property, regardless of diversification
and without being limited to investments authorized by law for the
investment of trust funds; provided, however, "property" shall not
include any direct or indirect interest in real estate. For this
purpose, "real estate" includes, but is not limited to real property,
mortgages, leaseholds, mineral interests, and any form of asset which is
secured by any of the foregoing.
4.2.2 Subject to Section 7 hereof, to sell, exchange or transfer
any such property at public or private sale for cash or on credit and
grant options for the purchase or exchange thereof.
4.2.3 Subject to Section 7 hereof, to participate in any plan of
reorganization, consolidation, merger, combination, liquidation or other
similar plan relating to any such property, and to consent to or oppose
any such plan or any action thereunder, or any contract, lease,
mortgage, purchase, sale or other action by any corporation or other
entity any of the securities of which may at any time be held in the
Trust Fund, and to do any act with reference thereto.
4.2.4 To deposit cash or any Other Assets with any protective,
reorganization or similar committee; to delegate discretionary power to
any such committee; and to pay part of the expenses and compensation of
any such committee and any assessments levied with respect to any
property so deposited.
4.2.5 To exercise any conversion privilege or subscription right
available in connection with any such property, and to do any act with
reference thereto, including the exercise of options, the making of
agreements or subscriptions and the payment of expenses, assessments or
subscriptions, which may be deemed necessary or advisable in connection
therewith, and to hold and retain any securities or other property which
it may so acquire.
4.2.6 To commence or defend suits or legal proceedings and to
represent the Trust in all suits or legal proceedings; to settle,
compromise or submit to arbitration any claims, debts or damages, due or
owing to or from the Trust.
4.2.7 Subject to Section 7 hereof, to exercise, personally or by
general or limited power of attorney, any right, including the right to
vote, appurtenant to any securities or other such property.
4.2.8 To hold cash awaiting investment uninvested, and to maintain
such additional cash balances as it shall deem reasonable or necessary
to meet anticipated cash distributions from or administrative costs of
the Trust.
4.2.9 To invest cash or Other Assets at Mellon Bank, N.A., or
another bank and trust company or national banking association in any
type of interest-bearing investment, including, without limitation,
deposit accounts, certificates of deposit and repurchase agreements.
4.2.10 To invest and reinvest all or any specified portion of cash
or Other Assets (i) through the medium of any common trust fund which
has been or may hereafter be established and maintained by the Trustee,
or (ii) in shares of open end or closed end investment companies
provided that, prior to investing any portion of the Trust Fund for the
first time in any such common trust fund or investment company, the
Trustee shall advise the Company of its intent to make such an
investment and furnish to the Company any information it may reasonably
request with respect to such investment.
4.2.11 To form corporations or partnerships and to create trusts
to hold title to any cash or Other Assets constituting the Trust Fund,
upon such terms and conditions as may be deemed advisable.
4.2.12 To engage legal counsel, including (except following the
occurrence of a Change in Control) counsel to the Company, or any other
suitable agents, to consult with such counsel or agents with respect to
the implementation or construction of this Trust Agreement, the duties
of the Trustee hereunder, the transactions contemplated by this Trust
Agreement or any act which the Trustee proposes to take or omit, to rely
upon the advice of such counsel or agents, and to pay any such counsel's
or agent's reasonable fees, expenses and compensation.
4.2.13 To register or hold any securities or other property held
by it in its own name or of its nominee or in the name of any affiliate
or of its nominee or in the name of any custodian of such property or of
its nominee, including the nominee of any system for the central
handling of securities, with or without the addition of words indicating
that such securities are held in a fiduciary capacity, to deposit or
arrange for the deposit of any such securities with such a system and to
hold any securities in bearer form.
4.2.14 To make, execute and deliver, as Trustee, any and all
deeds, leases, notes, bonds, guarantees, mortgages, conveyances,
contracts, waivers, releases or other instruments in writing that are
necessary or proper for the accomplishment of any of the foregoing
powers.
4.2.15 Pursuant to the direction of the Committee as to all
aspects of the transaction, including without limitation interest rate,
term and identity of lender, to undertake a borrowing sufficient to
enable the Trust to acquire newly issued Company Stock.
4.2.16 To take all action necessary to settle authorized
transactions, including exercising the power to borrow or raise moneys
from any lender, which may be the Trustee in its corporate capacity or
any affiliate or agent of the Trustee, upon such terms and conditions as
are necessary to settle security purchases and/or foreign exchange or
contracts for foreign exchange and to secure the repayments thereof by
pledging all or any part of the Trust Fund.
4.2.17 Subject to Section 7 hereof, generally, to exercise any of
the powers of an owner with respect to property held in the Trust Fund.
SECTION 5 Establishment and Maintenance of Participant Schedule.
5.1 Form of Participant Schedule. The Company shall
prepare, and shall deliver to the Trustee in accordance with
Section 5.2 hereof, a schedule that sets forth the name of each
Participant entitled to receive a Benefit under a Plan. Such
Schedule shall also include a list of Eligible Participants.
5.2 Maintaining the Participant Schedule. As soon as
practicable after execution of this Trust Agreement, the Company
shall deliver to the Trustee the Participant Schedule. The
Company shall from time to time update the Participant Schedule.
Each Participant Schedule shall state the date as of which it
applies, and the Trustee shall be entitled to rely upon such
Participant Schedule, without a duty of further inquiry, until it
receives an updated Participant Schedule bearing a later date.
Each Participant Schedule shall contain all information
concerning a Participant which the Trustee will need to complete
its responsibilities under this Agreement.
SECTION 6 Maintenance of Trust.
6.1 Trust Assets and Allocation to Plans. The Trustee
shall hold all assets contributed or otherwise obtained by the
Trust and shall distribute such contributions and any earnings
thereon to such Administrators, Employees or Participants as the
Committee may from time to time direct pursuant to Section 8
hereof or as may be required pursuant to Section 8 hereof.
6.2 Valuation of Trust and Accounts. The Trustee shall revalue
the Trust Fund as of the last business day of each calendar
quarter. Shares of Company Stock shall be valued at the Daily
Value of Company Stock as of such date.
SECTION 7 Voting and Tender of Company Stock Held in Trust.
7.1 Voting Rights. The Trustee shall vote the shares of
Company Stock held by the Trust in accordance with directions
received from Eligible Participants determined as of the record
date. As soon as practicable following the record date in
question, the Company shall deliver to the Trustee a Participant
Schedule listing Eligible Participants determined as of such
record date. Each Eligible Participant listed on such
Participant Schedule shall have the right to direct the vote with
respect to that number of shares of Company Stock held by the
Trust as is equal to the total number of shares of Company Stock
held by the Trust as of such record date divided by the number of
Eligible Participants listed on the Participant Schedule who
submit such voting directions. The Trustee shall devise and
implement a procedure to assure confidentiality of any directions
given by Eligible Participants in respect of votes. All actions
taken by Eligible Participants pursuant to this Section 7.1 shall
be held confidential by the Trustee and shall not be divulged or
released to any person, other than (i) agents of the Trustee who
are not affiliated with the Company or its Affiliates, (ii) by
virtue of the execution by the Trustee of any proxy, consent or
letter of transmittal for the shares of Company Stock held in the
Trust, or (iii) as may be required by court order.
7.2 Tender Rights. If any person shall commence a tender
or exchange offer or any similar transaction with respect to the
Company Stock, the Trustee shall pass through tender or exchange
rights to Eligible Participants determined as of the commencement
of such tender or exchange offer. As soon as practicable
following the commencement of such tender or exchange offer, the
Company shall deliver to the Trustee a Participant Schedule
listing the Eligible Participants determined as of the
commencement of such tender or exchange offer. Each Eligible
Participant listed on such Participant Schedule shall have the
right to direct the tender or exchange of that number of shares
of Company Stock held by the Trust as is equal to the total
number of shares of Company Stock held by the Trust divided by
the number of Eligible Participants listed on the Participant
Schedule who submit such directions. The Trustee shall devise
and implement a procedure to assure the confidentiality of any
directions given by Eligible Participants in response to such
offers. All actions taken by Eligible Participants pursuant to
this Section 7.2 shall be held confidential by the Trustee and
shall not be divulged or released to any person, other than (i)
agents of the Trustee who are not affiliated with the Company or
its Affiliates, (ii) by virtue of the execution by the Trustee of
any proxy, consent or letter of transmittal for the shares of
Company Stock held in the Trust, or (iii) as may be required by
court order.
7.3 Notices and Information Statements. The Company shall
provide the Trustee in a timely manner with notices and
information statements (including proxy statements) when voting
rights are to be exercised, and with respect to tender, exchange
or similar offers, at the same time and in the same manner
(except to the extent the Exchange Act requires otherwise) as
such notices and information statements (including proxy
statements) are provided to shareholders of the Company
generally. The Trustee shall, in turn, at no expense to itself,
provide all material received by the Company pursuant to this
Section 7.3 to Eligible Participants described in Sections 7.1
and 7.2.
SECTION 8 Distributions from the Trust.
8.1 Distributions form the Trust. Except as otherwise provided
in Section 8.2, the Trustee shall distribute Company Stock held
in the Trust in accordance with the Minimum Distribution Schedule
applicable to such transfer of stock. The particular Plan with
respect to which any distribution from the Trust is made will be
determined by the Committee in accordance with the following
directions: (a) to the extent available, shares of Company Stock
sufficient to meet the obligations of the ▇▇▇▇▇▇▇ Instruments
Inc. Employee Share Purchase Program shall first be allocated to
the Administrator of such Plan, and (b) remaining shares of
Company Stock (if any) shall be allocated to the Administrators
of other Plans or directly to Participants in such other Plans or
Employees, as determined by the Committee in good faith taking
into account the best interests of a broad cross-section of
Participants.
8.1.1 Reliance Upon Committee Instruction. The Committee shall
inform the Trustee in writing of how many shares are required to fund
8.1(a). The Trustee may rely upon written instructions received by the
Committee to carry out the instructions contained in this Section 8.1
and shall have no responsibility to verify or monitor the determinations
made by the Committee. If no direction regarding allocation of shares
of Company Stock pursuant to clause (b) of Section 8.1 is received by
the Trustee from the Committee by the date specified in the Minimum
Distribution Schedule, the shares of Company stock subject to such
allocation under said clause (b) shall be distributed to all
Participants in an equal amount per Participant as determined by
reference to the most recent Participant Schedule received by the
Trustee.
8.1.2 Acceleration. Notwithstanding anything herein to the
contrary, the Committee can direct that the number of shares distributed
in any year exceed the number of shares required to be distributed under
the Minimum Distribution Schedule and/or that shares be distributed
prior to the date specified in such schedule. If, in any year, the
Committee directs that the number of shares distributed exceeds the
number required to be distributed pursuant to the Minimum Distribution
Schedule, such Schedule shall be revised by the Committee, so that all
remaining minimum distribution amounts will be reduced proportionately.
8.2 Significant Event. If an event occurs that causes 30
percent or more of the Participants to cease to be Employees
within a 12-month period, as certified by the Committee, then all
remaining distribution amounts under the Minimum Distribution
Schedule will be reduced in direct proportion to such reduction
and the Minimum Distribution Schedule will be correspondingly
extended.
8.3 Protection of Trustee. The Trustee shall, to the
maximum extent permitted by applicable law, be fully protected in
acting upon the Participant Schedule and any written statement,
affidavit or certification referred to in this Trust Agreement.
The Trustee shall at all times, to the maximum extent permitted
by applicable law, be fully protected in making distributions
pursuant to Sections 4.1, 8, 13 and 17 hereof.
8.4 Company Obligations. Notwithstanding the provisions of
this Trust Agreement, the Company and its Affiliates shall remain
obligated with respect to the Benefits attributable to their
respective employees. Nothing in this Trust Agreement shall
relieve the Company or any of its Affiliates of their respective
liabilities with respect to the Benefits except to the extent
such amounts are paid to a Plan or a Participant from the Trust,
it nevertheless being the Company's intent that the Trust Fund
shall be applied in discharge of the Company's legal obligations
as provided in this Trust Agreement.
8.5 Trustee as Holder of Legal Title to Trust Assets.
Subject to Section 17 hereof, the Trustee shall hold legal title
to all assets in the Trust for benefit of the Participants and
Employees.
8.6 Federal Income Tax Consequences of the Trust. The
Trust Fund maybe applied in the discharge of legal obligations of
the Company as provided herein. Accordingly, the Company shall
take into account in computing its tax liability, those items of
income, deductions and credits against tax attributable to assets
held in the Trust to which the Company would have been entitled
had the Trust not been in existence. The Trustee shall notify
the Company promptly after it becomes aware of any tax liability
assessed against, or imposed upon, the Trust or the Trustee in
its capacity as Trustee of the Trust. The Company shall be
responsible for all matters in respect of such assessment or
imposition, and shall have sole responsibility for any defense in
connection therewith. Payments in respect of any tax liability
of the Company arising in connection with earnings, gains or
activities relating to the Trust, including, without limitation,
interest and penalties, shall be made from the Trust Fund after a
final determination of such liability, unless the Company
promptly pays such liability. In the event the assets of the
Trust are insufficient to pay such liability, any deficit shall
be paid promptly by the Company.
SECTION 9 Expenses, Compensation and Indemnification.
9.1 Expenses. The Trustee shall be reimbursed by the
Company for its reasonable expenses of implementation, management
and administration of the Trust, including brokerage commissions
and the reasonable compensation of attorneys or other agents
engaged by the Trustee or by the Company to assist in such
implementation, management and administration.
9.2 Compensation. The Company shall pay the Trustee
compensation in accordance with the compensation schedule
attached hereto as Schedule C, unless the Company and the Trustee
otherwise agree in writing. The Company acknowledges that, as
part of the Trustee's compensation, the Trustee will earn
interest on balances, including disbursement balances and
balances arising from purchase and sale transactions. To the
extent the Trustee advances funds to the Trust Fund for
disbursements or to effect the settlement of purchase
transactions, the Trustee shall be entitled to collect from the
Trust Fund an amount equal to what would have been earned on the
sums advanced (an amount approximating the "federal funds"
interest rate).
9.3 Charge on Trust Fund. All expenses and compensation
referred to in Sections 9.1 and 9.2 hereof shall be a charge on
the Trust Fund and shall constitute a lien on the Trust Fund in
favor of the Trustee and shall be payable from the Trust Fund
unless paid when due by the Company.
9.4 Indemnification. The Company hereby agrees to
indemnify and hold harmless the Trustee from and against any
losses, costs, damages, claims or expenses, including without
limitation reasonable attorneys' fees, which the Trustee may
incur or pay out in connection with, or otherwise arising out of:
9.4.1 the performance by the Trustee of its duties hereunder,
unless any such loss, cost, damage, claim or expense is a result of
negligence or willful misconduct by the Trustee or the breach by the
Trustee of its fiduciary duties hereunder; or
9.4.2 any action taken by the Trustee in good faith pursuant to
the written direction of the Company.
In the event that any action or regulatory proceeding shall be
commenced or claim asserted which may entitle the Trustee to be
indemnified hereunder, the Trustee shall give the Company written notice
of such action or claim promptly after becoming aware of such
commencement or assertion unless the Company has otherwise received
notice of such action or claim. The Company shall be entitled to
participate in and, upon notice to the Trustee, assume the defense of
any such action or claim using counsel reasonably acceptable to the
Trustee. The Trustee shall cooperate with the Company in connection
with the defense of any such action or claim. Subject to Section 17,
the Trustee shall have no claim on the assets of the Trust Fund in
respect of amounts payable to the Trustee under this Section 9.4.
9.5 Force Majeure. The Trustee shall not be responsible or
liable for any losses to the Trust Fund resulting from
nationalization, expropriation, devaluation, seizure, or similar
action by any governmental authority, de facto or de jure; or
enactment, promulgation, imposition or enforcement by any such
governmental authority of currency restrictions, exchange
controls, levies or other charges affecting the property; or acts
of war, terrorism, insurrection or revolution; or acts of God; or
any other similar event beyond the control of the Trustee or its
agents. This Section shall survive the termination of this Trust
Agreement.
9.6 Payment from Trust Fund. All payments of expenses and
compensation referred to in Sections 9.1 and 9.2 hereof may be
made without approval or direction of the Company.
SECTION 10 Administration and Records.
10.1 Records. Subject to Sections 7.1 and 7.2, the Trustee
shall keep or cause to be kept accurate and detailed accounts of
any investments, receipts, disbursements and other transactions
hereunder and all accounts, book and records relating thereto
shall be open to inspection and audit at all reasonable times by
any person designated by the Company. The Trustee shall preserve
all such accounts, books and records, in original form or on
microfilm, magnetic tape or any other similar process, for such
period as the Trustee may determine, but the Trustee may destroy
such accounts, books and records only after first notifying the
Company in writing of its intention to do so and transferring to
the Company, subject to Sections 7.1 and 7.2 hereof, any of such
accounts, books and records that the Company shall request.
10.2 Settlement of Accounts. Subject to Sections 7.1 and
7.2 hereof, within 60 days after the close of each calendar year,
and within 60 days after the removal or resignation of the
Trustee or the termination of the Trust (or any portion thereof),
the Trustee shall file with the Company a written account setting
forth all investments, receipts, disbursements and other
transactions effected by it with respect to the Trust during the
preceding calendar year or during the period from the close of
the preceding calendar year to the date of such removal,
resignation or termination, including a description of all
investments and securities purchased and sold, with the cost or
net proceeds of such purchases or sales, and showing all cash,
securities and other property held at the end of such calendar
year or other period.
It shall be the duty of the Company to review such written
account promptly within 90 days from the date of filing any such
account and if, within such 90-day period, the Company does not
file with the Trustee a written notice of objection to any of the
Trustee's acts or transactions, the initial account shall become
an account stated between the Trustee and the Company. If the
Company files a written notice of objection with the Trustee, the
Trustee may file with the Company an adjusted account, in which
case it shall be the duty of the Company to review such adjusted
account promptly within 30 days from the date of its filing. If,
within such 30-day period, the Company fails to file a written
notice of objection to any of the Trustee's acts or transactions
as so adjusted with the Trustee, the adjusted account shall
become an account stated between the Trustee and the Company.
Unless an account is fraudulent, when it becomes an account
stated it shall be finally settled, and the Trustee shall, to the
maximum extent permitted by applicable law, be forever released
and discharged from all liability and accountability with respect
to the propriety of its acts and transactions shown in such
account.
10.3 Audit. The Trustee shall from time to time permit an
independent public accountant selected by the Company to have
access during ordinary business hours to such records as may be
necessary to audit the Trustee's accounts.
10.4 Judicial Settlement. Nothing contained in this Trust
Agreement shall be construed as depriving the Trustee or the
Company of the right to have a judicial settlement of the
Trustee's accounts. Upon any proceeding for a judicial
settlement of the Trustee's accounts or for instructions the only
necessary party thereto in addition to the Trustee shall be the
Company.
10.5 Delivery of Records to Successor. In the event of the
removal or resignation of the Trustee, the Trustee shall deliver
to the successor Trustee all records which shall be required by
the successor Trustee to enable it to carry out the provisions of
this Trust Agreement.
10.6 Tax Filings. In addition to any returns required of
the Trustee by law (e.g., any information return required to be
filed on IRS Form 1041), the Trustee shall prepare and file such
tax reports and other returns as the Company and the Trustee may
from time to time agree.
SECTION 11 Removal or Resignation of the Trustee and Designation of
Successor Trustee.
11.1 Removal. At any time prior to the occurrence of a
Change in Control, the Company may remove the Trustee with or
without cause upon at least 60 days' notice in writing to the
Trustee. At any time after the occurrence of a Change in
Control, the Trustee may not be removed except by order of a
court of competent jurisdiction. No removal of the Trustee shall
be effective until the Company has appointed in writing a
successor Trustee, and such successor has accepted the
appointment in writing.
11.2 Resignation. Trustee may resign at any time upon at
least 60 days' notice in writing to the Company, except that any
such resignation shall not be effective until the Company has
appointed in writing a successor Trustee, and such successor has
accepted the appointment in writing. At any time after 30 days
following the sending of such notice of resignation, if the
Company is unable to appoint a successor Trustee or if a
successor Trustee has not accepted an appointment, the Trustee
shall be entitled, at the expense of the Company, to petition a
United States District Court or any of the courts of the
Commonwealth of Pennsylvania or other court having jurisdiction
to appoint its successor.
11.3 Successor Trustee. Subject to Section 2.1 hereof, each
successor Trustee, during such period as it shall act as such,
shall have the powers and duties herein conferred upon the
Trustee, and the word "Trustee" wherever used herein, except
where the context otherwise requires, shall be deemed to include
any successor Trustee. Upon designation of a successor Trustee
and delivery to the resigned or removed Trustee of written
acceptance by the successor Trustee of such designation, such
resigned or removed Trustee shall promptly assign, transfer,
deliver and pay over to such Trustee, in conformity with the
requirements of applicable law, the funds and properties in its
control or possession then constituting the Trust Fund.
SECTION 12 Enforcement of Trust Agreement.
12.1 Rights of Parties to Enforce the Trust Agreement. The
Company and the Trustee shall have the right to enforce any
provision of this Trust Agreement. In any action or proceeding
affecting the Trust, the only necessary parties shall be the
Company and the Trustee and, except as otherwise required by
applicable law, no other person shall be entitled to any notice
or service of process. Any judgment entered in such an action or
proceeding shall, to the maximum extent permitted by applicable
law, be binding and conclusive on all persons having or claiming
to have any interest in the Trust or any Plan.
12.2 Limitation on Rights of Participants and Beneficiaries.
Neither the Plans nor any Participant or Beneficiary shall have
any rights with respect to the Trust Fund, no Plan shall be
deemed to have any beneficial interest in the Trust Fund and no
Employee shall be deemed to have any beneficial interest in the
Trust Fund arising from his participation in any particular Plan.
SECTION 13 Termination.
13.1 Termination upon Specific Events. The Trust shall be
terminated as soon as practicable after the Trustee has received
written notice from the Committee that one or more of the
following events has occurred:
13.1.1 in the Committee's sole discretion, the Department of
Labor or a court of competent jurisdiction has determined or would be likely
to determine that the assets of the Trust are subject to Part 4 of Subtitle B
of Title I of ERISA,
13.1.2 in the Committee's sole discretion, the Internal Revenue
Service or a court of competent jurisdiction has determined or would be
likely to determine that any portion of the Trust Fund is presently
taxable to any Participant or Beneficiary, or
13.1.3 a Change in Control has occurred.
In the event of a termination pursuant to this Section 13.1, the
Trustee shall distribute all assets then constituting the Trust
Fund to all Participants listed on the Participant Schedule in an
equal amount per Participant.
13.2 Termination in Other Events. Notwithstanding anything
herein to the contrary, the Trust shall terminate on the earliest
of (a) 21 years following the death of the youngest Participant
included on the Participant Schedules received by the Trustee in
1993, (b) the date on which the Committee informs the Trustee in
writing that the Company and its Affiliates have no obligations
under any Plans (or the date on which there are no Plans) or (c)
the date on which the Trust contains no assets and retains no
claims to recover assets from the Company and its Affiliates
pursuant to any provision hereof, whichever shall first occur.
In the event of a termination described in clauses (a) or (b) of
this Section, the Trustee shall distribute the assets remaining
in the Trust Fund to all Participants listed on the Participant
Schedule in an equal amount per Participant.
13.3 Limitation on Trustee Liability upon Total
Distribution; Continuation of Trustee Powers. Upon a total
distribution of the Trust assets pursuant to Sections 8 or 13,
the Trustee shall be relieved from all further liability. The
powers of the Trustee hereunder shall continue so long as any
assets of the Trust remain in its hands.
13.4 Nonapplicability of ERISA. Notwithstanding anything
herein to the contrary, no amount shall be distributed to any
Participant pursuant to this Section 13 if such distribution
could, in the opinion of independent counsel, cause the Trust to
be subject to ERISA (other than as an unfunded plan described in
ERISA section 201(2)). Prior to a distribution pursuant to this
Section, the Committee shall provide the Trustee with a Schedule
of Participants eligible for a distribution (taking into account
this subsection 13.4).
SECTION 14 Amendment.
14.1 Amendments in General. The Company may, in its sole
discretion, from time to time amend, in whole or in part, any or
all of the provisions of this Trust Agreement, including, without
limitation, by adding to, or subtracting from, Schedule A hereto
one or more employee benefit plans (within the meaning of Section
3(3) of ERISA) or plans or arrangements that are not employee
benefit plans (within the meaning of such Section); provided,
that (a) in making any modification to Schedule A hereto, the
Company shall act in good faith taking into account the best
interests of a broad cross-section of employees, and (b) the
Company shall ensure that at all times Schedule A shall include
at least one employee benefit plan that is not an employee
benefit plan within the meaning of Section 3(3) of ERISA. No
amendment to this Trust Agreement or the Plans shall be made that
would (a) purport to alter the irrevocable character of the
Trust, (b) without the Trustee's prior written consent, adversely
affect the Trustee's rights, increase the Trustee's duties or
responsibilities or decrease the Trustee's compensation
hereunder, or (c) alter Sections 1.6, 2, 4, 6, 7, 8, 13, or
subsection 14.1
14.2 Nonapplicability of ERISA; Preventing Current Taxation.
Notwithstanding subsection 14.1, the Company may amend this Trust
Agreement from time to time in such a manner as may be necessary,
in the opinion of independent counsel, to prevent this Trust
Agreement or the Trust from becoming subject to ERISA and to
prevent the current taxation of the Trust Fund to Participants.
SECTION 15 Nonalienation.
15.1 Prohibition Against Certain Transfers, Pledges, Etc. Except
as otherwise provided by this Trust Agreement and except as
otherwise may be required by applicable law, (a) no amount
payable to or in respect of any Plan, Participant or Employee at
any time under the Trust shall be subject in any manner to
alienation by anticipation, sale, transfer, assignment,
bankruptcy, pledge, attachment, charge, or encumbrance of any
kind, and any attempt to so alienate, sell, transfer, assign,
pledge, attach, charge, or otherwise encumber any such amount,
whether presently or thereafter payable, shall be void and (b)
the Trust Fund shall in no manner be liable for or subject to the
debts or liabilities of any Participant.
SECTION 16 Communications.
16.1 To the Company, Board of Directors and Committee.
Communications to the Company, the Board of Directors and the
Committee shall be addressed to:
▇▇▇▇▇▇▇ Instruments, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ Instruments, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. May, Esq.
provided, however, that upon the Company's written request, such
communications shall be sent to such other address as the Company
may specify.
16.2 To the Trustee. Communications to the Trustee shall be
addressed to:
Mellon Bank, N.A.
Institutional Trust Services Group
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: O. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
with a copy to:
Mellon Bank, N.A.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
provided, however, that upon the Trustee's written request, such
communications shall be sent to such other address as the Trustee
may specify.
16.3 To a Participant. Communications to a Participant or
to his Beneficiaries shall be addressed to the Participant or his
Beneficiaries, respectively, at the address indicated on the
Participant Schedule as in effect at the time of the
communication.
16.4 Binding upon Receipt. No communication shall be
binding on the Trustee until it is received by the Trustee, and
no communication shall be binding on the Company, the Board of
Directors or the Committee until it is received by the Company,
the Board of Directors or the Committee, respectively and no
communication shall be binding on a Participant or the
Participant's Beneficiaries until it is received by the
Participant or the Participant's Beneficiaries, respectively.
16.5 Authority to Act. The Secretary of the Company shall
from time to time certify to the Trustee the person or persons
authorized to act for the Company, the Committee and the Board of
Directors, and shall provide the Trustee with such information
regarding the Company as the Trustee may reasonably request. The
Trustee may continue to rely on any such certification until
notified to the contrary.
16.6 Authenticity of Instruments. The Trustee shall be
fully protected in acting upon any instrument, certificate, or
paper reasonably believed by it to be genuine and to be signed or
presented by the proper person or persons, and the Trustee shall
be under no duty to make any investigation or inquiry as to any
statement contained in any such writing but may accept the same
as conclusive evidence of the truth and accuracy of the
statements therein contained.
SECTION 17 Claims of Companies' Bankruptcy Creditors
17.1 Bankruptcy Creditors. In the event of the Company's
"insolvency," the assets of the Trust shall be available to pay
the claims of any creditor of the Company to whom a distribution
may be made in accordance with state and federal bankruptcy laws.
The Company shall be deemed to be "insolvent" if it is either (a)
unable to pay its debt and liabilities as they become due or (b)
subject to a pending proceeding as a debtor under the federal
Bankruptcy Code (or any successor federal statute) or any state
bankruptcy code. In the event the Company becomes insolvent, the
Board of Directors and the Chief Executive Officer of the Company
shall notify the Trustee of the event as soon as practicable.
Upon receipt of such notice, or if the Trustee receives other
written allegations of the Company's insolvency from a third
party considered by the Trustee to be reliable and responsible,
the Trustee shall cease making any distributions from the assets
of the Trust, shall hold the assets in the Trust for the benefit
of the Company's creditors and shall take such steps as are
necessary to determine within a reasonable period of time whether
the Company is insolvent. In making such determination, the
Trustee may rely upon a certificate of the Board of Directors and
the Chief Executive Officer of the Company or a determination by
a court of competent jurisdiction that the Company is or is not
insolvent. In the case of the Trustee's determination of the
Company's insolvency, the Trustee will deliver assets of the
Trust to satisfy claims of the Company's creditors as directed
pursuant to a final order of a court of competent jurisdiction.
17.2 Resumption of Benefits; Restoration of Accounts. In
the event the Trustee ceases making distributions by reason of
Section 17.1, the Trustee shall resume making distributions
pursuant to Sections 4, 8, or 13 of this Agreement only after the
Trustee has determined that the Company is no longer insolvent or
upon receipt of an order of a court of competent jurisdiction
requiring such distributions. In making any determination under
this Section, the Trustee may rely upon a certificate of the
Board of Directors and the Chief Executive Officer of the
Company.
SECTION 18 Consolidation, Merger or Sale of the Company
18.1 Consolidation, Merger or Sale of the Company.
Effective upon consolidation of the Company with, or merger of
the Company into, any corporation or corporations, or any sale or
conveyance of all or substantially all of the assets of the
Company, the Trustee shall deal with the corporation formed by
such consolidation, or with or into which the Company is merged,
or the person that acquires the assets of the Company on the same
basis as it dealt with the Company prior to such transactions
and, in such event, the term "Company" within this Agreement
shall mean such corporation or person.
SECTION 19 Miscellaneous Provisions.
19.1 Binding Effect. This Trust Agreement shall be binding
on the Company and the Trustee and their respective successors
and assigns.
19.2 Inquiry as to Authority. A third party dealing with
the Trustee shall not be required to make inquiry as to the
authority of the Trustee to take any action nor be under any
obligation to follow the proper application by the Trustee of the
proceeds of sale of any property sold by the Trustee or to
inquire into the validity or propriety of any act of the Trustee.
19.3 Responsibility for Company Action. The Trustee assumes
no obligation or responsibility with respect to any action
required by this Trust Agreement on the part of the Company, the
Board of Directors, the Committee, any Affiliate, the
Participants or any Beneficiaries. The Trustee shall be under no
duties except such duties as are specifically set forth as such
in this Trust Agreement or under applicable law, and no implied
covenant or obligation shall be read into this Trust Agreement
against the Trustee.
19.4 Successor to Trustee. Subject to Section 2.1, any
corporation into which the Trustee may be merged or with which it
may be consolidated, or any corporation resulting from any
merger, reorganization or consolidation to which the Trustee may
be a party, or any corporation to which all or substantially all
the trust business of the Trustee may be transferred shall be the
successor of the Trustee hereunder without the execution or
filing of any instrument or the performance of any act.
19.5 Intercompany Agreements. The Company may require any
Affiliate to enter into such other agreement or agreements as it
shall deem necessary to obligate such Affiliate to reimburse the
Company for any other amounts paid by the Company hereunder,
directly or indirectly, in respect of such Affiliate's employees.
19.6 Titles Not to Control. Titles to the Sections of this
Trust Agreement are included for convenience only and shall not
control the meaning or interpretation of any provision of this
Trust Agreement.
19.7 Laws of the Commonwealth of Pennsylvania to Govern.
This Trust Agreement and the Trust established hereunder shall be
governed by and construed, enforced, and administered in
accordance with the laws of the Commonwealth of Pennsylvania,
without reference to the principles of conflicts of law thereof.
19.8 Fractional Shares. Notwithstanding anything herein to
the contrary, the Trustee may distribute any fractional share
otherwise required to be distributed to Administrators or
Participants pursuant to Sections 8 or 13, in cash in an amount
equal to the Daily Value, multiplied by such fraction.
IN WITNESS WHEREOF, this Trust Agreement has been
duly executed by the parties hereto as of the day and year first
above written.
▇▇▇▇▇▇▇ INSTRUMENTS, INC.
By: ▇. ▇. ▇▇▇▇▇▇
Attest: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
MELLON BANK, N.A., as Trustee
By: H. ▇▇▇▇ ▇▇▇▇
Vice President
Attest: F---- CELL
1/24/97:ljd:backfax.doc
SCHEDULE A
▇▇▇▇▇▇▇ INSTRUMENTS, INC.
BENEFIT EQUITY FUND
MELLON BANK, N.A. TRUSTEE
LIST OF PLANS
▇▇▇▇▇▇▇ Instruments, Inc. Employees' Stock Purchase Plan
▇▇▇▇▇▇▇ Instruments, Inc. Incentive Compensation Plan of 1990
▇▇▇▇▇▇▇ Instruments, Inc. Savings and Investment Plan
▇▇▇▇▇▇▇ Instruments, Inc. Pension Plan
Other non-discretionary base compensation
SCHEDULE B
▇▇▇▇▇▇▇ INSTRUMENTS, INC.
BENEFIT EQUITY FUND
MELLON BANK, N.A. TRUSTEE
MINIMUM DISTRIBUTION SCHEDULE
AS OF FEBRUARY 1, 1993
REVISED January 27, 1997
SHARES REMAINING SHARES SHARES SHARES REMAINING
YEAR BEGINNING OF YEAR DEPOSITED DISTRIBUTED END OF YEAR
-----------------------------------------------------------------------------
1993 0 1,400,000 (411,893) 988,107
1994 988,107 614,480 (568,739) 1,033,848
1995 1,033,848 400,000 (649,898) 783,950
1996 783,950 812,372 (200,000) 1,396,322
1997 1,396,322 0 (200,000) 1,196,322
1998 1,196,322 0 (200,000) 996,322
1999 996,322 0 (200,000) 796,322
2000 796,322 0 (200,000) 596,322
2001 596,322 0 (200,000) 396,322
2002 396,322 0 (200,000) 196,322
2003 196,322 0 (196,322) 0
SCHEDULE C
TRUSTEE'S COMPENSATION SCHEDULE
Trustee Compensation to be in accordance with separate
Schedule of Fees mutually agreed upon from time to time between
▇▇▇▇▇▇▇ Instruments, Inc. and Mellon Bank, N. A., Trustee.
▇▇▇▇▇▇▇ INSTRUMENTS, INC.
BENEFIT EQUITY TRUST
SCHEDULE OF FEES
EFFECTIVE: FEBRUARY 1, 1997
When Mellon Bank acts as Trustee for the ▇▇▇▇▇▇▇ Instruments,
Inc. Benefit Equity Trust, the annual compensation shall be a
flat fee of $12,000. This fee shall be charged to the account
monthly on or about the first of each month.
Included in the Trust/Custody flat fee are the following components:
* Account Fee - accounts in excess of one(1) charged at $3,500/annum
* Asset Fee
* Issue Fee
* Security Transaction Fee
* Stock Share Issuances to Participants
Ancillary services available at additional charge:
* Tax Return Preparation Expenses - charges based on time and materials
* Disbursement Payments
- Non-periodic Disbursements $8.00/payee plus postage
(Federal tax withholding included)
- Expense Disbursement $8.00/payee plus postage
(other than to Mellon)
- Wire transfers $15.00/wire transfer
(domestic)
$25.00/wire transfer
(international)
Note: Disbursement expenses invoiced quarterly; postage charged
at prevailing rate.
Mellon Trust will pass through to the ▇▇▇▇▇▇▇ Instruments any out-
of-pocket expenses including, but no limited to, postage,
courier, registration fees, stamp duties, telex, custom reporting
or custom programming, international/external tax, legal or
consulting costs, proxy voting expenses, etc.
▇▇▇▇▇▇▇ Instruments, Inc. Benefit Equity Trust
Effective: February 1, 1997
Page 2
Mellon Trust reserves the right to amend its fees if the service
requirements change in any way that materially affect our
responsibilities or costs. Support of global securities
processing, derivative investment strategies or special
processing requirements (e.g. external cash sweep, third party
securities lending, etc.) may result in additional fees.
Mellon Trust guarantees its fee schedule for two (2) years from
the effective date specified above, i.e. from February 1, 1997
through January 31, 1999, unless modified by ▇▇▇▇▇▇▇ Instruments
and/or Mellon Bank with concurrence of both parties. Subsequent
to January 31, 1999, this Schedule shall remain in effect unless
either party gives 90 days advance written notice to renegotiate.
Approved:
▇▇▇▇▇▇▇ INSTRUMENTS, INC.
By ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Date 1/23/97
MELLON BANK
By L---▇▇▇▇▇ Date 1/21/97
